Agreement

The Transfer of This Agreement Is Subject to Certain

by First National Bancorp Inc /Il/
March 6th, 2001

                                                             EXHIBIT 10.1
                                                             ------------


            THE TRANSFER OF THIS AGREEMENT IS SUBJECT TO CERTAIN
          RESTRICTIONS CONTAINED HEREIN AND TO RESALE RESTRICTIONS
                UNDER THE SECURITIES ACT OF 1933, AS AMENDED

                       COMPANY SHARE OPTION AGREEMENT

        THIS AGREEMENT, dated as of March 1, 2001 (this "Agreement"), by
   and between FIRST NATIONAL BANCORP, INC., an Illinois corporation
   ("Company"), and BANK OF MONTREAL, a chartered bank of Canada
   ("Grantee").

        WHEREAS, Grantee and Company are concurrently herewith entering
   into an Agreement and Plan of Merger, dated as of the date hereof (the
   "Merger Agreement") pursuant to which Grantee shall form a wholly
   owned subsidiary which shall be merged with and into Company, with the
   Company being the surviving corporation (the "Merger"); and

        WHEREAS, as a condition and inducement to Grantee's execution of
   the Merger Agreement, Grantee has required that Company agree, and
   Company has agreed, to grant Grantee the Option (as defined in Section
   2).

        NOW, THEREFORE, in consideration of the foregoing and the
   respective representations, warranties, covenants and agreements set
   forth herein and in the Merger Agreement, and intending to be legally
   bound hereby, Company and Grantee agree as follows:

        SECTION 1.     DEFINED TERMS.  Capitalized terms which are used
   but not defined herein shall have the meanings ascribed to such terms
   in the Merger Agreement.

        SECTION 2.     GRANT OF OPTION.  Subject to the terms and
   conditions set forth herein, Company hereby grants to Grantee an
   irrevocable option (the "Option") to purchase up to 604,553 shares (as
   adjusted as set forth herein, the "Option Shares") of Company Common
   Shares at a purchase price per Option Share (as adjusted as set forth
   herein, the "Purchase Price") of US $72.50; PROVIDED, that in no event
   shall the number of Option Shares for which this Option is exercisable
   exceed 19.9% of the issued and outstanding shares of Company Common
   Shares on the date hereof.  Company shall make proper provision so
   that each Option Share issued upon exercise of the Option shall be
   accompanied by the applicable number of rights or other benefits as
   may be provided in any Company rights agreement or similar agreement
   that may be adopted after the date hereof.

        SECTION 3.     EXERCISE OF OPTION.  (a) Grantee may exercise the
   Option, in whole or in part, at any time and from time to time
   following the occurrence of an Acquisition Event (as defined in the
   Merger Agreement); PROVIDED, that the Option shall terminate and be of
   no further force or effect upon the earliest to occur of (A) the





   Effective Time, (B) the date which is forty-five (45) days after the
   termination of the Merger Agreement in accordance with the terms
   thereof, (C) the date which is forty-five (45) days after the
   occurrence of an Acquisition Event; and PROVIDED, FURTHER, that any
   purchase of shares upon exercise of the Option shall be subject to
   compliance with applicable law; and PROVIDED, FURTHER, that Grantee
   shall have sent the written notice of such exercise (as provided in
   Section 3(c)) within 45 days following the earlier of the termination
   of the Merger Agreement or the occurrence of such Acquisition Event.
   Notwithstanding the termination of the Option, Grantee shall be
   entitled to purchase those Option Shares with respect to which it has
   exercised the Option in accordance herewith prior to the termination
   of the Option. The termination of the Option shall not affect any
   rights hereunder which by their terms extend beyond the date of such
   termination.

        (b)  Company shall notify Grantee promptly in writing of the
   occurrence of any Acquisition Event, it being understood that the
   giving of such notice by Company shall not be a condition to the right
   of Grantee to exercise the option.

        (c)  In the event Grantee wishes to exercise the Option, it shall
   send to Company a written notice (the date of which is herein referred
   to as the "Notice Date") specifying (i) the total number of Option
   Shares it intends to purchase pursuant to such exercise and (ii) a
   place and date not earlier than three business days nor later than 60
   business days from the Notice Date for the closing (the "Closing") of
   such purchase (the "Closing Date"); PROVIDED, that if the Closing
   cannot be consummated by reason of any applicable law, rule,
   regulation or order or the need to obtain any necessary approvals or
   consents of applicable Governmental Entities (as hereinafter defined),
   the period of time that otherwise would run pursuant to this sentence
   shall run instead from the date on which such restriction on
   consummation has expired or been terminated; and PROVIDED, FURTHER,
   without limiting the foregoing, that if prior notification or
   application to, approval of or authorization by any governmental
   entity is required in connection with such purchase, Company shall use
   its reasonable best efforts to cooperate with Grantee in the prompt
   filing of the required notice or application for approval or
   authorization, and the Closing shall occur immediately following the
   date on which such approvals have been obtained and any required
   notification or waiting periods have expired.  As used herein,
   "Governmental Entity" includes any court, administrative agency or
   commission or other governmental authority or instrumentality,
   domestic or foreign, or industry self-regulatory organization.

        (d)  Notwithstanding Section 3(c), in no event shall any Closing
   Date be more than six months after the related Notice Date, and if the
   Closing Date shall not have occurred within six months after the
   related Notice Date due to the failure to obtain any such required
   approval or consent, the exercise of the Option effected on the Notice
   Date shall be deemed to have expired. In the event (i) Grantee

                                      2





   receives official notice that an approval or consent of any
   governmental entity required for the purchase of Option Shares will
   not be issued or granted or (ii) a Closing Date shall not have
   occurred within six months after the related Notice Date due to the
   failure to obtain any such required approval or consent, Grantee shall
   be entitled to exercise the Option (whether or not the Option would
   have otherwise terminated) in connection with the resale of Company
   Common Shares or other securities pursuant to a registration statement
   as provided in Section 10.  The provisions of this Section 3 and
   Section 4 shall apply with appropriate adjustments to any such
   exercise.

        SECTION 4.     PAYMENT AND DELIVERY OF CERTIFICATES.  (a) On each
   Closing Date, Grantee shall (i) pay to Company, in immediately
   available funds by wire transfer to a bank account designated by
   Company (provided that the failure or refusal of Company to designate
   a bank account shall not preclude Grantee from exercising the Option),
   an amount equal to the Purchase Price multiplied by the number of
   Option Shares to be purchased on such Closing Date, and (ii) present
   and surrender this Agreement to Company at the address of Company
   specified in Section 14(f).

        (b)  At each Closing, simultaneously with the delivery of
   immediately available funds and surrender of this Agreement as
   provided in Section 4(a), (i) Company shall deliver to Grantee (A) a
   certificate or certificates representing the Option Shares to be
   purchased at such Closing, which Option Shares shall be fully paid,
   validly issued and non-assessable, free and clear of all liens,
   claims, charges, security interests or other encumbrances ("Liens")
   other than those created by the express terms of this Agreement, and
   subject to no preemptive or other similar rights, and (B) if the
   Option is exercised in part only, an executed new agreement with the
   same terms as this Agreement evidencing the right to purchase the
   balance of the shares of Company Common Shares purchasable hereunder,
   and (ii) Grantee shall deliver to Company a letter agreeing that
   Grantee shall not offer to sell or otherwise dispose of such Option
   Shares in violation of applicable federal and state securities laws or
   of the provisions of this Agreement.

        (c)  In addition to any other legend that is required by
   applicable law, certificates for the Option Shares delivered at each
   Closing shall be endorsed with a restrictive legend which shall read
   substantially as follows:

                  THE TRANSFER OF THE SHARES REPRESENTED BY
                   THIS CERTIFICATE IS SUBJECT TO CERTAIN
                   PROVISIONS OF AN AGREEMENT BETWEEN THE
                 REGISTERED HOLDER HEREOF AND THE ISSUER AND
             TO RESALE RESTRICTIONS ARISING UNDER THE SECURITIES
           ACT OF 1933, AS AMENDED, A COPY OF WHICH IS MAINTAINED
              AT THE PRINCIPAL OFFICE OF THE ISSUER AND WILL BE
              PROVIDED TO THE HOLDER HEREOF WITHOUT CHARGE UPON

                                      3





               RECEIPT OF ISSUER OF A WRITTEN REQUEST THEREFOR

        It is understood and agreed that the above legend shall be
   removed by delivery of substitute certificate(s) without such legend
   if such Option Shares have been registered pursuant to the Securities
   Act, such Option Shares have been sold in reliance on and in
   accordance with Rule 144 under the Securities Act or Grantee shall
   have delivered to Company a copy of a letter from the staff of the
   SEC, or an opinion of counsel in form and substance reasonably
   satisfactory to Company and its counsel, to the effect that such
   legend is not required for purposes of the Securities Act.  In
   addition, such certificates shall bear any other legend as may be
   required by law.

        (d)  Upon the giving by Grantee to Company of the written notice
   of exercise of the Option provided for under Section 3(c), the tender
   of the applicable Purchase Price in immediately available funds and
   the tender of this Agreement to Company, Grantee shall be deemed to be
   the holder of record of the shares of Company Common Shares issuable
   upon such exercise, regardless of whether the stock transfer books of
   Company are then closed or certificates representing such shares of
   Company Common Shares are then actually delivered to Grantee.  Company
   shall pay all expenses, and any and all federal, foreign, state, and
   local taxes and other charges, that may be payable in connection with
   the preparation, issuance and delivery of stock certificates under
   this Section 4(d) in the name of Grantee or its assignee, transferee,
   or designee.

        (e)  Company agrees (i) that it shall at all times maintain, free
   from Liens and preemptive or similar rights, sufficient authorized but
   unissued or treasury shares of Company Common Shares so that the
   Option may be exercised without additional authorization of Company
   Common Shares after giving effect to all other options, warrants,
   convertible securities and other rights to purchase Company Common
   Shares then outstanding, (ii) that it will not, by charter amendment
   or through reorganization, recapitalization, consolidation, merger,
   dissolution, liquidation, spin-off, sale of assets or similar
   transaction, or by any other voluntary act, avoid or seek to avoid the
   observance or performance of any of the covenants, agreements,
   stipulations or conditions to be observed or performed hereunder by
   Company and (iii) that it will promptly take all action as may from
   time to time be required (including (A) complying with all premerger
   notification, reporting and waiting period requirements and (B) in the
   event prior approval or authorization of or notice or application to
   any governmental entity is necessary before the Option may be
   exercised, cooperating fully with Grantee in preparing such
   applications or notices and providing such information to such
   Governmental Entities as may be required) in order to permit Grantee
   to exercise the Option and Company to duly and effectively issue
   shares of Company Common Shares pursuant hereto on a timely basis.



                                      4





        SECTION 5.     REPRESENTATIONS AND WARRANTIES OF COMPANY.
   Company hereby represents and warrants to Grantee as follows:

        (A)  CORPORATE AUTHORITY. Company has full corporate power and
   authority to execute and deliver this Agreement and to consummate the
   transactions contemplated hereby; the execution and delivery of this
   Agreement and, subject to receiving any necessary approvals or
   consents, the consummation of the transactions contemplated hereby
   have been duly and validly authorized by the Board of Directors of
   Company, and no other corporate proceedings on the part of Company are
   necessary to authorize this Agreement or to consummate the
   transactions so contemplated; this Agreement has been duly and validly
   executed and delivered by Company and (assuming due authorization,
   execution and delivery by Grantee) constitutes a valid and binding
   obligation of Company, enforceable against Company in accordance with
   its terms, except that (i) such enforcement may be subject to
   applicable bankruptcy, insolvency, fraudulent conveyance, moratorium
   or other similar laws, now or hereinafter in effect, affecting
   creditors' rights generally, and (ii) the remedy of specific
   performance and injunctive and other forms of equitable relief may be
   subject to equitable defenses and to the discretion of the court
   before which any proceeding therefor may be brought.

        (B)  SHARES RESERVED FOR ISSUANCE.  Company has taken all
   necessary corporate action to authorize and reserve and permit it to
   issue, and at all times from the date hereof through the termination
   of this Agreement in accordance with its terms, will have reserved for
   issuance, upon the exercise of the Option, that number of shares of
   Company Common Shares equal to the maximum number of shares of Company
   Common Shares and other shares and securities which are at any time
   and from time to time purchasable upon exercise of the Option, and all
   such shares and other securities, upon issuance pursuant to the
   Option, will be duly authorized, validly issued, fully paid and
   non-assessable, and will be delivered free and clear of all Liens
   (other than those created by the express terms of this Agreement) and
   not subject to any preemptive or other similar rights.

        (C)  PURCHASE RIGHTS.  The Company has taken all action
   (including, if required, amending or terminating the Rights Agreement
   dated as of November 14, 1996, between Company and Harris Trust and
   Savings Bank, as rights agent, or redeeming all of the rights
   ("Rights") under such Rights Agreement) so that entering into this
   Agreement, the acquisition of Company Shares hereunder and the other
   transactions contemplated hereby do not and will not result in the
   grant of any rights to any person under the Rights Agreement or enable
   or require the Rights to be exercised, distributed or triggered.

        (D)  BOARD ACTION.  The Board of Directors of Company has
   approved this Agreement and, to its knowledge, no state takeover laws
   do or will apply to this Agreement or any of the transactions
   contemplated hereby (including the purchase of shares of Company
   Common Shares pursuant to the Option).

                                      5





        (E)  NO RESTRICTIONS.  No Illinois law applicable generally to
   corporations or, to Company's knowledge, other takeover statute
   applicable generally to corporations or similar corporate law and no
   provision of the certificate of incorporation or by-laws of Company or
   any agreement to which Company is a party (i) would or would purport
   to impose restrictions which might adversely affect or delay the
   consummation of the transactions contemplated by this Agreement, or
   (ii) as a result of the consummation of the transactions contemplated
   by this Agreement, (A) would or would purport to restrict or impair
   the ability of Grantee to vote or otherwise exercise the rights of a
   shareholder with respect to securities of Company or any Company
   Subsidiary that may be acquired or controlled by Grantee or (B) would
   or would purport to entitle any person to acquire securities of
   Company.

        SECTION 6.     REPRESENTATIONS AND WARRANTIES OF GRANTEE.
   Grantee hereby represents and warrants to Company as follows:

        (A)  CORPORATE AUTHORITY.  Grantee has full corporate power and
   authority to enter into this Agreement and to consummate the
   transactions contemplated by this Agreement; the execution and
   delivery of this Agreement and, subject to obtaining any necessary
   approvals or consents from Governmental Entities, the consummation of
   the transactions contemplated hereby have been duly authorized by all
   necessary corporate action on the part of Grantee; and this Agreement
   has been duly executed and delivered by Grantee and (assuming due
   authorization, execution and delivery by Company) constitutes a valid
   and binding obligation of Grantee, enforceable against Grantee in
   accordance with its terms, except that (i) such enforcement may be
   subject to applicable bankruptcy, insolvency, fraudulent conveyance,
   moratorium or other similar laws, now or hereinafter in effect,
   affecting creditors' rights generally, and (ii) the remedy of specific
   performance and injunctive and other forms of equitable relief may be
   subject to equitable defenses and to the discretion of the court
   before which any proceeding therefor may be brought.

        (B)  PURCHASE NOT FOR DISTRIBUTION.  Any Option Shares or other
   securities acquired by Grantee upon exercise of the Option will not be
   acquired with a view to the public distribution thereof in violation
   of any federal or state securities laws and will not be transferred or
   otherwise disposed of except in a transaction registered or exempt
   from registration under the Securities Act and any applicable state
   securities laws.

        SECTION 7.     ADJUSTMENT UPON CHANGES IN COMPANY CAPITALIZATION.
   (a) In the event of any change from time to time in Company Common
   Shares or any other shares or securities subject to the Option by
   reason of a dividend or distribution of shares, subdivision, spinoff,
   share split, split-up, merger, consolidation, recapitalization,
   combination, exchange of shares, or dividend or distribution, other
   than regular cash dividends, on or in respect of the Company Common
   Shares, the type and number of shares or securities subject to the

                                      6





   Option, and the Purchase Price therefor, shall be adjusted
   appropriately, and proper provision shall be made in the agreements
   governing such transaction, so that Grantee shall receive, upon
   exercise of the Option, the number and class of shares or other
   securities or property that Grantee would have received in respect of
   Company Common Shares if the Option had been exercised immediately
   prior to such event, or the record date therefor, as applicable.  If
   any additional shares of Company Common Shares are issued or otherwise
   become outstanding after the date of this Agreement (other than
   pursuant to an event described in the first sentence of this
   Section 7(a) or upon exercise of the Option), the number of shares of
   Company Common Shares subject to the Option shall be increased so
   that, after such issuance, it, together with any shares of Company
   Common Shares previously issued pursuant hereto, equals 19.9% of the
   number of shares of Company Common Shares then issued and outstanding,
   without giving effect to any shares subject to or issued pursuant to
   the Option.  No provision of this Section 7 shall be deemed to affect
   or change, or constitute authorization for any violation of, any of
   the covenants, agreements, representations or warranties in the Merger
   Agreement.

        (b)  Without limiting the parties' relative rights, remedies,
   liabilities and obligations under the Merger Agreement or this
   Agreement, in the event that, prior to the termination of the Option,
   Company shall enter into an agreement (other than the Merger
   Agreement) (i) to consolidate with or merge into any person, other
   than Grantee or one of its subsidiaries, and shall not be the
   continuing or surviving corporation of such consolidation or merger,
   (ii) to permit any person, other than Grantee or one of its
   subsidiaries, to merge into Company and Company shall be the
   continuing or surviving corporation, but, in connection with such
   merger, the then outstanding shares of Company Common Shares shall be
   changed into or exchanged for another class or series of shares or
   other securities of Company or any other person or cash or any other
   property or the outstanding shares of Company Common Shares
   immediately prior to such merger shall, after such merger, represent
   less than 50% of the outstanding shares and share equivalents having
   general voting power of the merged company, or (iii) to sell or
   otherwise transfer all or substantially all of its assets (the Company
   Subsidiaries taken as a whole) in one transaction or a series of
   related transactions, to any person, other than Grantee or one of its
   subsidiaries then, and in each such case, the agreement governing such
   transaction shall make proper provisions so that the Option shall,
   upon the consummation of any such transaction and upon the terms and
   conditions set forth herein, be converted into, or exchanged for, an
   option (the "Substitute Option"), at the election of Grantee, of
   either (x) the Acquiring Corporation (as hereinafter defined), (y) any
   person that controls the Acquiring Corporation, or (z) in the case of
   a merger described in clause (ii), Company (such person being referred
   to as the "Substitute Option Issuer".



                                      7





        (c)  The Substitute Option shall have the same terms as the
   Option; provided, that the exercise price therefor and number of
   shares subject thereto shall be as set forth in this Section 7 and the
   repurchase rights relating thereto shall be as set forth in Section 9;
   PROVIDED, FURTHER, that if an Acquisition Event shall have occurred
   prior to or in connection with the issuance of such Substitute Option,
   the Substitute Option shall be exercisable immediately upon issuance
   without the occurrence of a further Acquisition Event; and PROVIDED,
   FURTHER, that if the terms of the Substitute Option cannot, for legal
   reasons, be the same as the Option, such terms shall be as similar as
   possible and in no event less advantageous to Grantee.  Substitute
   Option Issuer shall also enter into an agreement with Grantee in
   substantially the same form as this Agreement, which shall be
   applicable to the Substitute Option.

        (d)  The Substitute Option shall be exercisable for such number
   of shares of Substitute Common Stock (as hereinafter defined) as is
   equal to the Market/Offer Price (as hereinafter defined) multiplied by
   the number of shares of Company Common Shares for which the Option was
   theretofore exercisable, divided by the Average Price (as hereinafter
   defined).  The exercise price of the Substitute Option per share of
   Substitute Common Stock (the "Substitute Option Price") shall then be
   equal to the Purchase Price multiplied by a fraction in which the
   numerator is the number of shares of Company Common Shares for which
   the Option was theretofore exercisable and the denominator is the
   number of shares of Substitute Common Stock for which the Substitute
   Option is exercisable.

        (e)  The following terms have the meanings indicated:

             (i)  "Acquiring Corporation" shall mean (x) the continuing
        or surviving corporation of a consolidation or merger with
        Company (if other than Company), or at Grantee's election, any
        person that controls such surviving corporation, (y) Company in a
        merger in which Company is the continuing or surviving person, or
        (z) the transferee of all or substantially all of Company's
        assets (or of the assets of Company Subsidiaries taken as a
        whole).

             (ii) "Market/Offer Price" shall mean the highest of (v) the
        highest price per share of Company Common Shares at which a
        Tender Offer or an Exchange Offer therefor has been made, (w) the
        highest price per share of Company Common Shares to be paid by
        any third party pursuant to an agreement with Company, (x) the
        price per share of Company Common Shares received by holders of
        Company Common Shares in connection with any merger or other
        business combination transaction described in Section 7(b)(i),
        7(b)(ii) or 7(b)(iii), (y) the highest closing price for shares
        of Company Common Shares within the 12-month period immediately
        preceding the date on which the merger, consolidation, asset sale
        or other transaction in question is consummated, and (z) in the
        event of a sale of all or substantially all of Company's assets

                                      8





        (or those of Company Subsidiaries taken as a whole) an amount
        equal to (I) the sum of the price paid in such sale for such
        assets and the current market value of the remaining assets of
        Company, as determined by a nationally recognized independent
        investment banking firm selected by Grantee, divided by (II) the
        number of shares of Company Common Shares outstanding at such
        time.  In calculating the Market/Offer Price, in the event that a
        Tender Offer or an Exchange Offer is made for Company Common
        Shares or an agreement is entered into involving consideration
        other than cash, the value of the securities or other property
        issuable or deliverable in exchange for Company Common Shares
        shall be determined by a nationally-recognized independent
        investment banking firm selected by Grantee.

             (iii) "Average Price" shall mean the average closing sales
        price per share of a share of Substitute Common Stock quoted on
        the NYSE (or if Substitute Common Stock is not quoted on the
        NYSE, the average closing sales price per share as quoted on the
        Nasdaq National Market System or, if the shares of Substitute
        Common Stock are not quoted thereon, the highest bid price per
        share as quoted on the principal trading market on which such
        shares are traded as reported by a recognized source) for the
        12-month period immediately preceding the date of consummation of
        the consolidation, merger or sale in question; PROVIDED, that if
        Company is the issuer of the Substitute Option, the Average Price
        shall be computed with respect to a share of common stock issued
        by Company, by the person merging into Company or by any company
        which controls such person, as Grantee may elect.

             (iv) "Substitute Common Stock" shall mean the shares of
        capital stock (or similar equity interest) with the greatest
        voting power in respect of the election of directors (or persons
        similarly responsible for the direction of the business and
        affairs) of the Substitute Option Issuer.

        (f)  In no event, pursuant to any of the foregoing paragraphs,
   shall the Substitute Option be exercisable for more than 19.9% of the
   shares of Substitute Common Stock outstanding prior to exercise of the
   Substitute Option.  In the event that the Substitute Option would be
   exercisable for more than 19.9% of the shares of Substitute Common
   Stock but for the limitation in the first sentence of this
   Section 7(f), Substitute Option Issuer shall make a cash payment to
   Grantee equal to the excess of (i) the value of the Substitute Option
   without giving effect to the limitation in the first sentence of this
   Section 7(f) over (ii) the value of the Substitute Option after giving
   effect to the limitation in the first sentence of this Section 7(f).
   This difference in value shall be determined by a nationally
   recognized independent investment banking firm selected by Grantee and
   reasonably acceptable to the Acquiring Corporation.

        (g)  Company shall not enter into any transaction described in
   Section 7(b) unless the Acquiring Corporation and any person that

                                      9





   controls the Acquiring Corporation assume in writing all the
   obligations of Company hereunder.

        SECTION 8.     REPURCHASE AT THE OPTION OF GRANTEE.  (a) At the
   request of Grantee at any time commencing upon the first occurrence of
   a Repurchase Event (as defined in Section 8(c)) and prior to the
   termination of the Option pursuant to Section 3(a), Company (or any
   successor) shall repurchase from Grantee (x) the Option and (y) all
   shares of Company Common Shares purchased by Grantee pursuant hereto
   with respect to which Grantee then has beneficial ownership.  The date
   on which Grantee exercises its rights under this Section 8 is referred
   to as the "Request Date".  Such repurchase shall be at an aggregate
   price (the "Section 8 Repurchase Consideration") equal to the sum of:

             (i)  the aggregate Purchase Price paid by Grantee for any
        shares of Company Common Shares acquired pursuant to the Option
        with respect to which Grantee then has beneficial ownership;

             (ii) the excess, if any, of (x) the Market/Offer Price for
        each share of Company Common Shares over (y) the Purchase Price
        (as adjusted pursuant to Section 7), multiplied by the number of
        shares of Company Common Shares with respect to which the Option
        has not been exercised; and

             (iii) the excess, if any, of the Market/Offer Price over the
        Purchase Price paid (or, in the case of Option Shares with
        respect to which the option has been exercised but the Closing
        Date has not occurred, payable, as adjusted pursuant to
        Section 7) by Grantee for each share of Company Common Shares
        with respect to which the Option has been exercised and with
        respect to which Grantee then has beneficial ownership,
        multiplied by the number of such shares.

        (b)  If Grantee exercises its rights under this Section 8,
   Company shall, within 5 business days after the Request Date, pay the
   Section 8 Repurchase Consideration to Grantee in immediately available
   funds, and contemporaneously with such payment, Grantee shall
   surrender to Company the Option and the certificates evidencing the
   shares of Company Common Shares purchased thereunder with respect to
   which Grantee then has beneficial ownership, and Grantee shall warrant
   that it has sole record and beneficial ownership of such shares and
   that the same are then free and clear of all Liens.  Notwithstanding
   the foregoing, to the extent that prior notification to or approval of
   any governmental entity is required in connection with the payment of
   all or any portion of the Section 8 Repurchase Consideration, Grantee
   shall have the ongoing option to revoke its request for repurchase
   pursuant to Section 8, in whole or in part, or to require that Company
   deliver from time to time that portion of the Section 8 Repurchase
   Consideration that it is not then so prohibited from paying and
   promptly file the required notice or application for approval and
   expeditiously process the same (and each party shall cooperate with
   the other in the filing of any such notice or application and the

                                     10





   obtaining of any such approval) and the period of time that would
   otherwise run pursuant to the preceding sentence for the payment of
   the portion of the Section 8 Repurchase Consideration shall run
   instead from the date on which, as the case may be, (i) any required
   notification period has expired or been terminated or (ii) such
   approval has been obtained and, in either event, any requisite waiting
   period shall have passed.  If any governmental entity disapproves of
   any part of Company's proposed repurchase pursuant to this Section 8,
   Company shall promptly give notice of such fact to Grantee.  If any
   governmental entity prohibits the repurchase (and Company hereby
   undertakes to use its reasonable best efforts to obtain all required
   approvals from Governmental Entities to accomplish such repurchase) in
   part but not in whole, then Grantee shall have the right (i) to revoke
   the repurchase request or (ii) to the extent permitted by such
   governmental entity, determine whether the repurchase should apply to
   the Option and/or Option Shares and to what extent to each, and
   Grantee shall thereupon have the right to exercise the Option as to
   the number of Option Shares for which the Option was exercisable at
   the Request Date less the sum of the number of shares covered by the
   Option in respect of which payment has been made pursuant to
   Section 8(a)(ii) and the number of shares covered by the portion of
   the Option (if any) that has been repurchased; whereupon, in the case
   of clause (ii), Company shall promptly (x) deliver to Grantee that
   portion of the Section 8 Repurchase Consideration that Company is not
   prohibited from delivering and (y) deliver to Grantee, as appropriate,
   either (A) a new Stock Option Agreement evidencing the right of
   Grantee to purchase that number of shares of Company Common Shares
   obtained by multiplying the number of shares of Company Common Shares
   for which the surrendered Stock Option Agreement was exercisable at
   the time of delivery of the notice of repurchase by a fraction, the
   numerator of which is the Section 8 Repurchase Consideration less the
   portion thereof theretofore delivered to Grantee and the denominator
   of which is the Section 8 Repurchase Consideration, or (B) a
   certificate for the Option Shares it is then so prohibited from
   repurchasing; PROVIDED, that if the Option shall have terminated prior
   to the date of such notice or shall be scheduled to terminate at any
   time before the expiration of a period ending on the thirtieth
   business day after such date, Grantee shall nonetheless have the right
   so to exercise the Option or exercise its rights under this Section 8
   until the expiration of such period of 30 business days.  Grantee
   shall notify Company of its determination under the preceding sentence
   within 10 business days of receipt of notice of disapproval of the
   repurchase.

        (c)  As used herein, a "Repurchase Event" shall occur if (A)
   (i) any person (other than Grantee or any subsidiary of Grantee) shall
   have acquired beneficial ownership of (as such term is defined in
   Rule 13d-3 promulgated under the Exchange Act), or the right to
   acquire beneficial ownership of, or any group shall have been formed
   which beneficially owns or has the right to acquire beneficial
   ownership of, 50% or more of the then outstanding shares of Company
   Common Shares or (ii) any of the transactions described in

                                     11





   Section 7(b)(i), 7(b)(ii) or 7(b)(iii) has been consummated and (B) an
   Acquisition Event shall have occurred prior to the termination of the
   Option.

        SECTION 9.     REPURCHASE OF SUBSTITUTE OPTION.  (a) At the
   request of Grantee at any time, Substitute Option Issuer (or any
   successor) shall repurchase from Grantee (x) the Substitute Option and
   (y) all shares of Substitute Common Stock purchased by Grantee
   pursuant hereto with respect to which Grantee then has beneficial
   ownership.  The date on which Grantee exercises its rights under this
   Section 9 is referred to as the "Section 9 Request Date".  Such
   repurchase shall be at an aggregate price (the "Section 9 Repurchase
   Consideration") equal to the sum of:

             (i)  the aggregate purchase price paid by Grantee for any
        shares of Substitute Common Stock acquired pursuant to the Option
        or Substitute Option with respect to which Grantee then has
        beneficial ownership;

             (ii) the excess, if any, of (x) the Substitute Applicable
        Price (as hereinafter defined) for each share of Substitute
        Common Stock over (y) the Substitute Option Price (as adjusted
        pursuant to Section 7) multiplied by the number of shares of
        Substitute Common Stock with respect to which the Substitute
        Option has not been exercised; and

             (iii) the excess, if any, of the Substitute Applicable Price
        over the purchase price paid (or in the case of shares with
        respect to which the Option or Substitute Option has been
        exercised but the Closing Date has not occurred, payable) by
        Grantee for each share of Substitute Common Stock with respect to
        which the Option or Substitute Option has been exercised and with
        respect to which Grantee then has beneficial ownership,
        multiplied by the number of such shares.

        (b)  If Grantee exercises its rights under this Section 9,
   Substitute Option Issuer shall, within 5 business days after the
   Section 9 Request Date, pay the Section 9 Repurchase Consideration to
   Grantee in immediately available funds, and contemporaneously with
   such payment, Grantee shall surrender to Substitute Option Issuer the
   Substitute Option and the certificates evidencing the shares of
   Substitute Common Stock purchased thereunder with respect to which
   Grantee then has beneficial ownership, and Grantee shall warrant that
   it has sole record and beneficial ownership of such shares and that
   the same are then free and clear of all Liens.  Notwithstanding the
   foregoing, to the extent that prior notification to or approval of any
   governmental entity is required in connection with the payment of all
   or any portion of the Section 9 Repurchase Consideration, Grantee may
   revoke its request for repurchase pursuant to Section 9, in whole or
   in part, or may require that Substitute Option Issuer deliver from
   time to time that portion of the Section 9 Repurchase Consideration
   that it is not then so prohibited from paying and promptly file the

                                     12





   required notice or application for approval and expeditiously process
   the same (and each party shall cooperate with the other in the filing
   of any such notice or application and the obtaining of any such
   approval) and the period of time that would otherwise run pursuant to
   the preceding sentence for the payment of the portion of the Section 9
   Repurchase Consideration shall run instead from the date on which, as
   the case may be, (i) any required notification period has expired or
   been terminated or (ii) such approval has been obtained and, in either
   event, any requisite waiting period shall have passed.  If any
   governmental entity disapproves of any part of Substitute Option
   Issuer's proposed repurchase pursuant to this Section 9, Substitute
   Option Issuer shall promptly give notice of such fact to Grantee.  If
   any governmental entity prohibits the repurchase (and Substitute
   Option Issuer hereby undertakes to use its reasonable best efforts to
   obtain all required approvals from Governmental Entities to accomplish
   such repurchase) in part but not in whole, then Grantee shall have the
   right (i) to revoke the repurchase request or (ii) to the extent
   permitted by such governmental entity, determine whether the
   repurchase should apply to the Substitute Option and/or Option Shares
   and to what extent to each, and Grantee shall thereupon have the right
   to exercise the Substitute Option as to the number of Option Shares
   for which the Substitute Option was exercisable at the Section 9
   Request Date less the sum of the number of shares covered by the
   Substitute Option in respect of which payment has been made pursuant
   to Section 9(a)(ii) and the number of shares covered by the portion of
   the Substitute Option (if any) that has been repurchased; whereupon,
   in the case of clause (ii), Substitute Option Issuer shall promptly
   (x) deliver to Grantee that portion of the Section 9 Repurchase
   Consideration that Substitute Option Issuer is not prohibited from
   delivering and (y) deliver to Grantee, as appropriate, either (A) a
   new Stock Option Agreement evidencing the right of Grantee to purchase
   that number of shares of Substitute Common Stock obtained by
   multiplying the number of shares of Substitute Common Stock for which
   the surrendered Stock Option Agreement was exercisable at the time of
   delivery of the notice of repurchase by a fraction, the numerator of
   which is the Section 9 Repurchase Consideration less the portion
   thereof theretofore delivered to Grantee and the denominator of which
   is the Section 9 Repurchase Consideration or (B) a certificate for the
   Option Shares it is then so prohibited from repurchasing; PROVIDED,
   that if the Substitute Option shall have terminated prior to the date
   of such notice or shall be scheduled to terminate at any time before
   the expiration of a period ending on the thirtieth business day after
   such date, Grantee shall nonetheless have the right so to exercise the
   Substitute Option or exercise its rights under Section 9 until the
   expiration of such period of 30 business days.  Grantee shall notify
   Substitute Option Issuer of its determination under the preceding
   sentence within ten (10) business days of receipt of notice of
   disapproval of the repurchase.

        (c)  For purposes of this Agreement, the "Substitute Applicable
   Price" means the highest closing sales price per share of Substitute


                                     13





   Common Stock during the six months preceding the Section 9 Request
   Date.

        (d)  Following the conversion of the Option into a Substitute
   Option, all references to "Company," "Issuer Common Shares" and
   "Section 8," contained herein shall also be deemed to be references to
   "Substitute Option Issuer," "Substitute Common Stock" and "Section 9,"
   respectively.

        SECTION 10.    REGISTRATION RIGHTS.

        (A)  DEMAND REGISTRATION RIGHTS.  Company shall, subject to the
   conditions of Section 10(c) below, if requested by any Grantee
   following an Acquisition Event that occurs prior to the termination of
   the Option, including Grantee and any permitted transferee ("Selling
   Stockholder"), as expeditiously as possible prepare, file and keep
   current a registration statement under the Securities Act if such
   registration is necessary in order to permit the sale or other
   disposition of any or all shares of Company Common Shares or other
   securities that have been acquired by or are issuable to the Selling
   Stockholder upon exercise of the Option in accordance with the
   intended method of sale or other disposition stated by the Selling
   Stockholder in such request, including, without limitation, a "shelf"
   registration statement under Rule 415 under the Securities Act or any
   successor provision, and Company shall use its best efforts to qualify
   such shares or other securities for sale under any applicable state
   securities laws.  Grantee shall have the right to demand one such
   registration.

        (B)  ADDITIONAL REGISTRATION RIGHTS.  If Company at any time
   after the exercise of the Option proposes to register any shares of
   Company Common Shares under the Securities Act in connection with an
   underwritten public offering of such Company Common Shares, Company
   will promptly give written notice to Grantee of its intention to do so
   and, upon the written request of any Selling Stockholder given within
   30 days after receipt of any such notice (which request shall specify
   the number of shares of Company Common Shares intended to be included
   in such underwritten public offering by the Selling Stockholder),
   Company will cause all such shares for which a Selling Stockholder
   requests participation in such registration to be so registered and
   included in such underwritten public offering; PROVIDED, HOWEVER, that
   Company may elect to not cause any such shares to be so registered
   (i) if in the reasonable good faith opinion of the underwriters for
   such offering, the inclusion of all such shares by the Selling
   Stockholder would materially interfere with the marketing of such
   offering (in which case Company shall register as many shares as
   possible without materially interfering with the marketing of the
   offering), or (ii) in the case of a registration solely to implement
   an employee benefit plan or a registration filed on Form S-4 of the
   Securities Act or any successor Form.  If some but not all the shares
   of Company Common Shares with respect to which Company shall have
   received requests for registration pursuant to this Section 10(b)

                                     14





   shall be excluded from such registration, Company shall make
   appropriate allocation of shares to be registered among the Selling
   Stockholders desiring to register their shares pro rata in the
   proportion that the number of shares requested to be registered by
   each such Selling Stockholder bears to the total number of shares
   requested to be registered by all such Selling Stockholders then
   desiring to have Company Common Shares registered for sale.

        (C)  CONDITIONS TO REQUIRED REGISTRATION.  Company shall use its
   reasonable best efforts to cause each registration statement referred
   to in Section 10(a) above to become effective and to obtain all
   consents or waivers of other parties which are required therefor and
   to keep such registration statement effective as may be reasonably
   necessary to effect such sale or other disposition; PROVIDED, HOWEVER,
   that Company may delay any registration of Option Shares required
   pursuant to Section 10(a) above for a period not exceeding 90 days
   provided Company shall in good faith determine that any such
   registration would adversely affect an offering or contemplated
   offering of other securities by Company or would require disclosure of
   nonpublic information that would materially and adversely affect
   Company, and Company shall not be required to register Option Shares
   under the Securities Act pursuant to Section 10(a) above:

             (i)  prior to an Acquisition Event;

             (ii) on more than three occasions;

             (iii) within 90 days after the effective date of a
        registration referred to in Section 10(b) above pursuant to which
        the Selling Stockholder or Selling Stockholders concerned were
        afforded the opportunity to register all such shares under the
        Securities Act and shares were registered to the extent
        requested; and

             (iv) unless a request therefor is made to register at least
        25% or more of the aggregate number of Option Shares (including
        shares of Company Common Shares and other securities issuable
        upon exercise of the Option) then outstanding.

        In addition to the foregoing, Company shall not be required to
   maintain the effectiveness of any registration statement after the
   expiration of three months from the effective date of such
   registration statement.  Company shall use its reasonable best efforts
   to make any filings, and take all steps, under all applicable state
   securities laws to the extent necessary to permit the sale or other
   disposition of the Option Shares so registered in accordance with the
   intended method of distribution for such shares; PROVIDED, HOWEVER,
   that Company shall not be required to consent to general jurisdiction
   or qualify to do business in any state where it is not otherwise
   required to so consent to such jurisdiction or to so qualify to do
   business.  If requested by any such Grantee in connection with such
   registration, Company shall become a party to any underwriting

                                     15





   agreement relating to the sale of such shares, but only to the extent
   of obligating itself in respect of representations, warranties,
   indemnities and other agreements customarily included in secondary
   offering underwriting agreements.  Upon receiving any request under
   this Section 10 from any Grantee, Company agrees to send a copy
   thereof to any other person known to Company to be entitled to
   registration rights under this Section 10, in each case by promptly
   mailing the same, postage prepaid, to the address of record of the
   persons entitled to receive such copies.

        Notwithstanding anything else in this Section 10, in lieu of
   complying with its obligations pursuant to a request made by any
   Grantee under this Section 10, Company may, at its election,
   repurchase the Option Shares requested to be registered by such
   Grantee at a purchase price per share equal to the average closing
   price of such Option Shares during the ten business days preceding the
   date on which Company gives notice to Grantee of its intention to
   repurchase such Option Shares (which notice shall be given no later
   than fifteen days after Grantee has given notice to Company of its
   election to exercise its registration rights under Section 10(a) or
   10(b)).

        (D)  EXPENSES.  Except where applicable state law prohibits such
   payments and except for underwriting discounts or commissions and
   brokers' fees, Company will pay all expenses (including, without
   limitation, registration fees, qualification fees, blue sky fees and
   expenses (including the fees and expenses of counsel), legal fees and
   expenses, including the reasonable fees and expenses of one counsel to
   the holders whose Option Shares are being registered, printing
   expenses and the costs of special audits or "cold comfort" letters,
   expenses of underwriters, excluding discounts and commissions but
   including liability insurance if Company so desires or the
   underwriters so require, and the reasonable fees and expenses of any
   necessary special experts) in connection with each registration
   pursuant to Section 10(a) or 10(b) above (including the related
   offerings and sales by holders of Option Shares) and all other
   qualifications, notifications or exemptions pursuant to Section 10(a)
   or 10(b) above.

        (E)  INDEMNIFICATION.  In connection with any registration under
   Section 10(a) or 10(b) above, Company hereby indemnifies the Selling
   Stockholders, and each underwriter thereof, including each person, if
   any, who controls such Selling Stockholders or underwriter within the
   meaning of Section 15 of the Securities Act, and including each
   director, officer, stockholder, partner, member, employee,
   representative and agent of any thereof, against all expenses, losses,
   claims, damages and liabilities caused by any untrue, or alleged
   untrue, statement of a material fact contained in any registration
   statement or prospectus or notification or offering circular
   (including any amendments or supplements thereto) or any preliminary
   prospectus, or caused by any omission, or alleged omission, to state
   therein a material fact required to be stated therein or necessary to

                                     16





   make the statements therein not misleading, except insofar as such
   expenses, losses, claims, damages or liabilities of such indemnified
   party are caused by any untrue statement or alleged untrue statement
   that was included by Company in any such registration statement or
   prospectus or notification or offering circular (including any
   amendments or supplements thereto) in reliance upon and in conformity
   with, information furnished in writing to Company by such indemnified
   party expressly for use therein, and Company and each person, if any,
   who controls Company within the meaning of Section 15 of the
   Securities Act, and each director, officer, stockholder, partner,
   member, employee, representative and agent of Company shall be
   indemnified by such Selling Stockholders, or by such underwriter, as
   the case may be, for all such expenses, losses, claims, damages and
   liabilities caused by any untrue, or alleged untrue, statement, that
   was included by Company in any such registration statement or
   prospectus or notification or offering circular (including any
   amendments or supplements thereto) in reliance upon, and in conformity
   with, information furnished in writing to Company by such Selling
   Stockholders or such underwriter, as the case may be, expressly for
   such use.

        Promptly upon receipt by a party indemnified under this
   Section 10(e) of notice of the commencement of any action against such
   indemnified party in respect of which indemnity or reimbursement may
   be sought against any indemnifying party under this Section 10(e),
   such indemnified party shall notify the indemnifying party in writing
   of the commencement of such action, but the failure so to notify the
   indemnifying party shall not relieve it of any liability which it may
   otherwise have to any indemnified party under this Section 10(e)
   unless the failure so to notify the indemnified party results in
   substantial prejudice thereto.  In case notice of commencement of any
   such action shall be given to the indemnifying party as above
   provided, the indemnifying party shall be entitled to participate in
   and, to the extent it may wish, jointly with any other indemnifying
   party similarly notified, to assume the defense of such action at its
   own expense, with counsel chosen by it and satisfactory to such
   indemnified party.  The indemnified party shall have the right to
   employ separate counsel in any such action and participate in the
   defense thereof, but the fees and expenses of such counsel (other than
   reasonable costs of investigation) shall be paid by the indemnified
   party unless (i) the indemnifying party agrees to pay the same,
   (ii) the indemnifying party fails to assume the defense of such action
   with counsel satisfactory to the indemnified party, or (iii) the
   indemnified party has been advised by counsel that one or more legal
   defenses may be available to the indemnifying party that may be
   contrary to the interest of the indemnified party, in which case the
   indemnifying party shall be entitled to assume the defense of such
   action notwithstanding its obligation to bear fees and expenses of
   such counsel.  No indemnifying party shall be liable for any
   settlement entered into without its consent, which consent may not be
   unreasonably withheld.


                                     17





        If the indemnification provided for in this Section 10(e) is
   unavailable to a party otherwise entitled to be indemnified in respect
   of any expenses, losses, claims, damages or liabilities referred to
   herein, then the indemnifying party, in lieu of indemnifying such
   party otherwise entitled to be indemnified, shall contribute to the
   amount paid or payable by such party to be indemnified as a result of
   such expenses, losses, claims, damages or liabilities in such
   proportion as is appropriate to reflect the relative benefits received
   by Company, the Selling Stockholders and the underwriters from the
   offering of the securities and also the relative fault of Company, the
   Selling Stockholders and the underwriters in connection with the
   statements or omissions which resulted in such expenses, losses,
   claims, damages or liabilities, as well as any other relevant
   equitable considerations.  The amount paid or payable by a party as a
   result of the expenses, losses, claims, damages and liabilities
   referred to above shall be deemed to include any legal or other fees
   or expenses reasonably incurred by such party in connection with
   investigating or defending any action or claim; PROVIDED, HOWEVER,
   that in no case shall any Selling Stockholder be responsible, in the
   aggregate, for any amount in excess of the net offering proceeds
   attributable to its Option Shares included in the offering.  No person
   guilty of fraudulent misrepresentation (within the meaning of
   Section 11(f) of the Securities Act) shall be entitled to contribution
   from any person who was not guilty of such fraudulent
   misrepresentation.  Any obligation by any Selling Stockholder to
   indemnify shall be several and not joint with other Selling
   Stockholders.  In connection with any registration pursuant to
   Section 10(a) or 10(b) above, Company and each Selling Stockholder
   (other than Grantee) shall enter into an agreement containing the
   indemnification provisions of this Section 10(e).

        (F)  MISCELLANEOUS REPORTING.  Company shall comply with all
   reporting requirements and will do all such other things as may be
   necessary to permit the expeditious sale at any time of any Option
   Shares by the Selling Stockholders thereof in accordance with and to
   the extent permitted by any rule or regulation promulgated by the SEC
   from time to time, including, without limitation, Rule 144.  Company
   shall at its expense provide the Selling Stockholders with any
   information necessary in connection with the completion and filing of
   any reports or forms required to be filed by them under the Securities
   Act or the Exchange Act, or required pursuant to any state securities
   laws or the rules of the National Association of Securities Dealers or
   any stock exchange.

        (G)  ISSUE TAXES.  Company will pay all stamp taxes in connection
   with the issuance and the sale of the Option Shares and in connection
   with the exercise of the Option, and will save the Selling
   Stockholders harmless, without limitation as to time, against any and
   all liabilities with respect to all such taxes.

        SECTION 11.    QUOTATION OR  LISTING.  If Company Common Shares
   or any other securities to be acquired in connection with the exercise

                                     18





   of the Option are then authorized for quotation or trading or listing
   on the NYSE, the Nasdaq National Market System or any other securities
   exchange or securities quotation system, Company, upon the request of
   Grantee, will promptly file an application, if required, to authorize
   for quotation or trading or listing the shares of Company Common
   Shares or any other securities to be acquired upon exercise of the
   Option on such securities exchange or securities quotation system and
   will use its reasonable best efforts to obtain approval, if required,
   of such quotation or listing as soon as practicable.

        SECTION 12.    DIVISION OF OPTION.  This Agreement (and the
   Option granted hereby) are exchangeable, without expense, at the
   option of Grantee, upon presentation and surrender of this Agreement
   at the principal office of Company for other Agreements providing for
   Options of different denominations entitling the holder thereof to
   purchase in the aggregate the same number of shares of Company Common
   Shares purchasable hereunder.  The terms "Agreement" and "Option" as
   used herein include any other Stock Option Agreement and related
   Options for which this Agreement (and the Option granted hereby) may
   be exchanged.  Upon receipt by Company of evidence reasonably
   satisfactory to it of the loss, theft, destruction or mutilation of
   this Agreement, and (in the case of loss, theft or destruction) of
   reasonably satisfactory indemnification to protect Company from any
   loss which it may suffer if this Agreement is replaced, and upon
   surrender and cancellation of this Agreement, if mutilated, Company
   will execute and deliver a new Agreement of like tenor and date.

        SECTION 13.    LIMITATION OF GRANTEE PROFIT.  (a) Notwithstanding
   any other provision herein or in the Merger Agreement, in no event
   shall Grantee's Total Profit (as defined below) exceed an amount equal
   to five percent (5%) of the product of the number of Company Shares
   issued and outstanding as of the date of the Merger Agreement
   multiplied by $72.50 (the "Maximum Profit"), and, if it otherwise
   would exceed such amount, Grantee, at its sole discretion, shall
   either (i) reduce the number of shares subject to the Option (and any
   Substitute Option), (ii) deliver to Company, or the Substitute
   Company, as the case may be, for cancellation shares of Company Common
   Shares or Substitute Common Stock, as the case may be (or other
   securities into which such Option Shares are converted or exchanged),
   (iii) pay cash to Company, or the Substitute Company, as the case may
   be, (iv) reduce the amount of the Section 8 Repurchase Consideration
   or Section 9 Repurchase Consideration or (v) any combination of the
   foregoing, so that Grantee's actually realized Total Profit shall not
   exceed the Maximum Profit after taking into account the foregoing
   actions.  Notwithstanding any other provision of this Agreement, the
   Option may not be exercised for a number of shares as would, as of the
   date of exercise, result in a Notional Total Profit (as defined below)
   of more than the Maximum Profit and, if exercise of the Option would
   otherwise result in the Notional Total Profit exceeding such amount,
   Grantee, in its discretion, may take any of the actions specified in
   this Section 13(a) so that the Notional Total Profit shall not exceed
   the Maximum Profit; provided, that nothing in this sentence shall

                                     19





   restrict any subsequent exercise of the Option which at such time
   complies with this sentence.

        (b)  For purposes of this Agreement, "Total Profit" shall mean:
   (i) the aggregate amount (before taxes) of (A) the excess of (x) the
   net cash amounts or fair market value of any property received by
   Grantee pursuant to a sale of Option Shares (or securities into which
   such shares are converted or exchanged), other than to a wholly-owned
   subsidiary of Grantee, or a repurchase of Option Shares by Company
   pursuant to Section 8 hereof, after payment of applicable brokerage or
   sales commissions and discounts, over (y) Grantee's aggregate purchase
   price for such Option Shares (or other securities), plus (B) all
   amounts received by Grantee upon the repurchase of the Option by
   Company pursuant to Section 8 hereof, plus (C) all equivalent net
   amounts with respect to the Substitute Option and any amounts paid
   pursuant to Section 7(f) hereof, plus (D) all amounts theretofore
   received by Grantee pursuant to Section 4.8 of the Merger Agreement,
   minus (ii) all amounts of cash previously paid to Company pursuant to
   Section 13(a) plus the value of the Option Shares (or other
   securities) previously delivered to Company for cancellation pursuant
   to Section 13(a), which value shall be deemed to be the aggregate
   Purchase Price paid for such Option Shares (or other securities).  For
   purposes of this Agreement, "Notional Total Profit" with respect to
   any number of shares as to which Grantee may propose to exercise the
   Option shall be the Total Profit, determined as of the date of such
   proposed exercise assuming that the Option were exercised on such date
   for such number of shares, and assuming that such shares, together
   with all other Option Shares held by Grantee and its affiliates as of
   such date, were sold for cash at the closing market price for the
   Company Common Shares as of the close of business on the preceding
   trading day (less customary brokerage commissions).  For purposes of
   this Section 13, transactions by a wholly-owned subsidiary transferee
   of Grantee in respect of the Option or Option Shares transferred to it
   shall be treated as if made by Grantee.

        (c)  Notwithstanding any other provision of this Agreement,
   nothing in this Agreement shall affect the ability of Grantee to
   receive, nor relieve Company's obligation to pay, any payment provided
   for in Section 4.8 of the Merger Agreement; PROVIDED, that if and to
   the extent the Total Profit received by Grantee would exceed the
   Maximum Profit following receipt of such payment, Grantee shall be
   obligated to comply with the terms of Section 13(a) within three (3)
   days of the date on which Grantee has realized cash and/or property
   representing Total Profit in excess of Maximum Profit.

        SECTION 14.    MISCELLANEOUS.

        (A)  EXPENSES.  Except as otherwise provided herein or in the
   Merger Agreement, each of the parties hereto shall bear and pay all
   costs and expenses incurred by it or on its behalf in connection with
   the transactions contemplated hereunder, including, without


                                     20





   limitation, fees and expenses of its own financial consultants,
   investment bankers, accountants and counsel.

        (B)  WAIVER AND AMENDMENT.  Any provision of this Agreement may
   be waived  at any time by the party that is entitled to the benefits
   of such provision.  This Agreement may not be modified, amended,
   altered or supplemented except upon the execution and delivery of a
   written agreement executed by the parties hereto.  The failure of any
   party to this Agreement to assert any of its rights under this
   Agreement or otherwise shall not constitute a waiver of such rights.
   No single or partial exercise of any right, remedy, power or privilege
   hereunder shall preclude any other or further exercise thereof or the
   exercise of any other right, remedy, power or privilege.  Any waiver
   shall be effective only in the specific instance and for the specific
   purpose for which given and shall not constitute a waiver to any
   subsequent or other exercise of any right, remedy, power or privilege
   hereunder.

        (C)  ENTIRE AGREEMENT; NO THIRD-PARTY BENEFICIARIES;
   SEVERABILITY.  This Agreement, together with the Merger Agreement and
   the other documents and instruments referred to herein and therein,
   between Grantee and Company constitutes the entire agreement and
   supersedes all prior agreements and understandings, both written and
   oral, between the parties with respect to the subject matter hereof.
   This Agreement is not intended to confer upon any person other than
   the parties hereto (or their respective successors and assigns) (other
   than any transferees of the Option Shares or any permitted transferee
   of this Agreement pursuant to Section 14(h)) any rights, remedies,
   obligations or liabilities hereunder.  If any term, provision,
   covenant or restriction of this Agreement is held by a court of
   competent jurisdiction or Governmental Entity to be invalid, void or
   unenforceable, the remainder of the terms, provisions, covenants and
   restrictions of this Agreement shall remain in full force and effect
   and shall in no way be affected impaired or invalidated.  If for any
   reason such court or governmental entity determines that the Option
   does not permit Grantee to acquire, or does not require Company to
   repurchase, the full number of shares of Company Common Shares as
   provided in Section 2 (as may be adjusted herein), it is the express
   intention of Company to allow Grantee to acquire or to require Company
   to repurchase such lesser number of shares as may be permissible
   without any amendment or modification hereof.

        (D)  GOVERNING LAW.  This Agreement shall be governed and
   construed in accordance with the laws of the State of Illinois
   (without giving effect to choice of law principles thereof).

        (E)  DESCRIPTIVE HEADINGS.  The descriptive headings contained
   herein are for convenience of reference only and shall not affect in
   any way the meaning or interpretation of this Agreement.

        (F)  NOTICES.  All notices and other communications hereunder
   shall be in writing and shall be deemed given if delivered personally,

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   telecopied (with confirmation) or mailed by registered or certified
   mail (return receipt requested) to the parties at the addresses set
   forth in the Merger Agreement (or at such other address for a party as
   shall be specified by like notice).

        (G)  COUNTERPARTS.  This Agreement and any amendments hereto may
   be executed in two counterparts, each of which shall be considered one
   and the same agreement and shall become effective when both
   counterparts have been signed, it being understood that both parties
   need not sign the same counterpart.

        (H)  ASSIGNMENT.  Neither this Agreement nor any of the rights,
   interests or obligations hereunder or under the Option shall be
   assigned by any of the parties hereto (whether by operation of law or
   otherwise) without the prior written consent of the other party,
   except that Grantee may assign this Agreement to a wholly-owned
   subsidiary of Grantee (in which event the term "Grantee" as used
   herein shall be deemed to refer to such subsidiary).  Subject to the
   preceding sentence, this Agreement shall be binding upon, inure to the
   benefit of and be enforceable by the parties and their respective
   successors and permitted assigns.  For the avoidance of doubt, nothing
   in this paragraph (h) shall prohibit Company from engaging in a
   transaction contemplated by Section 7(b) in accordance with the
   provisions of Section 7(b), provided that the terms of this Agreement
   and the Merger Agreement shall remain applicable with respect to any
   such transaction.

        (I)  FURTHER ASSURANCES.  In the event of any exercise of the
   Option by Grantee, Company and Grantee shall execute and deliver all
   other documents and instruments and take all other action that may be
   reasonably necessary in order to consummate the transactions provided
   for by such exercise.

        (J)  ENFORCEMENT.  The parties agree that irreparable damage
   would occur in the event that any of the provisions of this Agreement
   were not performed in accordance with their specific terms or were
   otherwise breached.  It is accordingly agreed that the parties shall
   be entitled to an injunction or injunctions to prevent breaches of
   this Agreement and to enforce specifically the terms and provisions of
   this Agreement in any federal court or Illinois court sitting in the
   City of Chicago, this being in addition to any other remedy to which
   they are entitled at law or in equity.

                          [SIGNATURE PAGE FOLLOWS]









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        IN WITNESS WHEREOF, Company and Grantee have caused this
   Agreement to be signed by their respective officers thereunto duly
   authorized, all as of the day and year first written above.


   BANK OF MONTREAL


   By:  /s/ Paul V. Reagan
        --------------------------------
        Name:  Paul V. Reagan
        Title: Senior Vice President and
                 U.S. General Counsel


   FIRST NATIONAL BANCORP, INC.


   By:  /s/ Albert G. D'Ottavio
        --------------------------------
        Name:  Albert G. D'Ottavio
        Title: President and Chief
                 Operating Officer


































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